2019 (8) TMI 1738 - Tri - Companies Law

Scheme of Arrangement - section 230-232 of Companies Act - HELD THAT - Various directions regarding holding, convening of meetings issued - various directions regarding issuance of notices is issued. The scheme is approved - application allowed.

Summary

Issues:
1. Approval and details of the proposed Scheme of Arrangement between two companies for demerger.
2. Justification for the Scheme of Arrangement and its benefits.
3. Dispensation of meetings for Equity Shareholders, Secured Creditors, Unsecured Creditors, and Creditors.
4. Notice requirements to regulatory authorities for objections to the proposed Scheme.

Analysis:
1. The judgment discusses the proposed Scheme of Arrangement between two companies, Amura Marketing Technologies Private Limited and K2V2 Technologies Private Limited, for the demerger of the Product business of Amura Marketing Technologies Private Limited into K2V2 Technologies Private Limited. The Scheme was approved by the respective Boards of Directors and the Appointed Date for the Scheme is mentioned as 1st April 2019.

2. The circumstances justifying the Scheme include the segregation of business for independent growth strategies, valuation based on risk-return profile, attracting investors, and enhancing flexibility in accessing capital. The demerger aims to provide focused management attention, resources, and skill set allocation to each company, enabling independent collaboration and expansion opportunities.

3. The judgment dispenses with the requirement of meetings for Equity Shareholders of both companies as written consents agreeing to the Scheme were obtained from all shareholders. It also addresses the need for notice to Secured Creditors, Unsecured Creditors, and Creditors, specifying the procedures for objections and compliance with Companies Act, 2013 provisions.

4. The judgment directs the Applicant Companies to serve notices along with the Scheme to regulatory authorities, including the Regional Director, concerned Registrar of Companies, and Income Tax Authorities. Non-response within thirty days will imply no objection to the Proposed Scheme, ensuring compliance with Companies Act rules regarding Compromises, Arrangements, and Amalgamations.

In conclusion, the judgment comprehensively addresses the legal aspects of the proposed Scheme of Arrangement between the two companies, outlining the approval process, justifications, dispensation of meetings, and notice requirements to regulatory authorities for objections, ensuring compliance with relevant provisions of the Companies Act, 2013.